RETAIL SPACE LICENSE
Last Updated: July 25, 2022
By executing an order form that incorporates this Retail Space License and Exhibit A by reference, Sponsor agrees to the terms of the Master Agreement (tslexperiences.com/master-terms) and the terms of both this Retail Space License and Exhibit A. Together the Master Agreement, Retail Space License and Exhibit A and any applicable order form(s) constitute the “Agreement.” If the individual signing the order form is signing on behalf of a company or other legal entity, such individual represents that he or she has the authority to bind that company or other legal entity s
LICENSE TO OCCUPY SPACE. This license agreement gives the Occupant named above a limited non-exclusive license to use a portion of the hotel accessory retail space location as detailed in Exhibit A (“Space”) located at The Surf Lodge in Montauk (“Venue”).
TERM AND TERMINATION. This License Agreement is effective beginning in accordance with the term as detailed in the Order unless terminated earlier due to breach of Agreement or Force Majeure. All fees accrued through the date of termination shall be due to Licensor. Upon expiration or termination, Occupant agrees to surrender the Space in the same condition as of the effective start date. In the event that Occupant does not surrender the Space on the contracted date and time, Occupant will subject to a hold over fee of twice the contracted amount pro-rated on a daily basis.
SALES STRUCTURE.
The Surf Lodge will staff shop to fulfill duties related to shop function (salesperson, inventory restocking, general upkeep).
The Surf Lodge POS will be used, The Surf Lodge will remit sales to Occupant, net of credit card fees.
Occupant will be responsible for reporting and submitting monthly payments of all sales taxes owed to the State of New York as the result of all retail sales made in The Surf Lodge.
Onsite storage is not available. Occupant shall bring all merchandise onsite using their own staff and shipping. Occupant will incur an additional $125/box charge for any boxes that arrive prior to Load In date.
The Surf Lodge will provide a sales report to the Occupant with sales that reflect UPC and quantity sold within 7 days post Load Out.
The Surf Lodge will return all unsold merchandise back to Occupant at end of Term of the Contract.
NON-EXCLUSIVE. The Occupant’s license to use the Space is non-exclusive, and Licensor intends to utilize, from time to time, 25% of the Space to display and promote products from Licensor’s partners (Example locations outlined in Exhibit A) and The Surf Lodge retains 75% of the retail space for those who sign onto our order form. Licensor will reasonably coordinate such product displays and placements with Occupant to ensure overall creative alignment, with final discretion by Licensor. No fee or compensation will be due to Occupant for such utilization of the Space.
SPONSORSHIPS. Occupant shall not execute brand events, sponsorships, paid placement, pop-ups or similar activations of any kind at the Venue.
SIGNAGE. Posting of signage outside of the Space is restricted and is not allowed unless otherwise approved. Any interior signage must be approved by the Venue.
LICENSE TO OCCUPY SPACE RULES. The Occupant agrees to abide by the Rules and Regulations of The Surf Lodge as may be amended from time to time and all applicable government laws and regulations. Occupant understands that any violation of the rules and regulations or failure to make monthly payments for licensed space shall subject the Occupant to immediate termination of this license and release of the Occupant’s space.
ACCESS. Licensor and Licensor ‘agents shall have the right, throughout the Term, to enter any portion of the Space upon prior reasonable verbal notice to Occupant to examine the same, and to make such repairs, alterations, improvements or additions as Licensor may deem reasonably necessary.
NO TENANCY. Occupant acknowledges that this is a revocable license for a limited use, and nothing in this agreement shall constitute a leasehold interest or tenancy or conveyance of any exclusive possessory interest in the property. Occupant shall not permit any liens to be filed against the Venue for any other cause or reason. In the event liens are filed, then Occupant shall promptly cause the same to be released, bonded or satisfied in full within ten (10) days of the date of such filing.
PUBLICITY. Neither party shall issue or cause the publication of any press release or other public announcement (including social media posts) with respect to, or otherwise make any public statement concerning, the activities of the parties contemplated by this Agreement without the consent of the other party, which consent shall not be unreasonably withheld. In no case will either party disclose in connection with any such publicity any financial aspect of the Agreement without the other party’s prior written consent.
THE SURF LODGE RETAIL RULES AND REGULATIONS
Occupant may move in or out and set up its displays on mutually agreeable times during hours of operation of The Surf Lodge, and on occasional other times as organized by management.
Occupant’s space needs to be staffed during mutually agreed upon hours of operation (tentatively 10am-10pm daily).
No neon or flashing display lights, or noises or any other disturbances that affect other guests
Occupant will maintain a clean, organized and presentable space, will only display its own items, confine its activities and distribution of brochures to its own space and shall use only flameproof material for display.
Occupant is not permitted to share or change its space without Licensor’s prior written consent and no assignment or subletting is permitted.
Occupant or group of Occupants may not sponsor any event in the space at The Surf Lodge without prior approval from management.
Photography, filming, or electronic recording or transmission or use of any such audio related equipment in The Surf Lodge will only be allowed if the Occupant receives prior approval from management.
Licensor reserves the right at its sole discretion to close, correct, remove or eliminate any objectionable item or conduct not keeping with the character of The Surf Lodge or which violates these rules or any law.
The space shall be returned to its original condition and the Occupant shall not, without the prior written consent of the Licensor, make any changes to their gallery space (walls, floors, booths, and/or cabinets), and any such change will be at the Occupant’s cost.
Occupants must revert, at this own expense, the retail space to its original condition.
Failure to return the space back its original color and condition, including filling of nail holes and other wall marks, will result in the Occupant being charged a fee, as appropriate for the amount and complexity of work required, to return the space to its original condition.
Occupant’s failure to remove its property immediately upon the expiration or termination of its License Agreement will be deemed an abandonment and Licensor may retain or dispose of any such property as Licensor shall choose at Occupant’s expense.
Licensor shall have the right to final approval over all items and products sold and/or displayed at the Venue.
NON-LIABILITY OF LICENSOR. Occupant agrees, except to the extent prohibited by New York statute, to indemnify, defend and hold harmless Licensor and the Venue and its representatives and partners against any and all damage, loss, harm, injury or death to persons or the property of the Occupant, including attorney fees and costs, and all expenses resulting from any act or omission of each of them, theft, fire, water, accident, interruption of any service, or any other cause and no such event shall relieve Occupant from its obligation under this License Agreement. Occupant agrees to purchase and keep in effect at all times property and liability (minimum of $2,000,000) insurance against all loss, damage or destruction to Occupant’s property for the full value of such property, and name Licensor and Licensor’s agents as additional insured on a primary non-contributory basis, with a waiver of subrogation against Licensor. (Insurance certificate must be provided prior to load-in and the “additional insured” should include the following entities: TSL Experiences LLC, JC Hospitality LLC, and Montauk Properties LLC). Occupant and Licensor agree that all property of the Occupant is to remain in the Occupant’s custody and control in transit to, from, and within the building and no bailment by Licensor will arise.
COSTS AND FEES. Occupant shall pay upon demand all Licensor’s costs, charges and expenses, including fees of attorneys, agents and others retained by Licensor, incurred in enforcing any of the obligations of Licensor under this License Agreement or in any litigation, negation or transaction in which Occupant shall, without Licensor’s fault, become involved through or on account of this License Agreement.
LIMITATION OF LIABILITY- In no event shall either party be liable to the other party for any consequential, incidental, indirect, or punitive damages regardless of whether such liability results from breach of contract, breach of warranties, tort, strict liability, or otherwise.
MISCELLANEOUS.
This license agreement is the entire license agreement and any change must be in writing and signed by both parties.
Provisions typed on this license agreement and all riders attached to this license agreement and signed by Licensor and Occupant are hereby made part of this license agreement. The Surf Lodge: Sponsorship Opportunity
This license is not valid unless signed by both Licensor and Occupant.
Occupant expressly acknowledges that the terms and provisions of this License Agreement shall not create an agency relationship by and between Licensor and Occupant.
Occupant’s failure to pay timely license fee or to honor its License Agreement obligations will result in a default and immediate termination of this License Agreement. Notices may be served on either party at the address listed herein. Licensor’s rights and remedies under this License Agreement shall be cumulative and the laws of the State of New York shall govern this agreement. Occupant shall pay all attorney’s fees and expenses of Licensor in enforcing this License Agreement.
If the Occupant’s space or The Surf Lodge building is destroyed or damaged by fire or other casualty, Licensor shall have the option to repair and restore the same with reasonable promptness; or elect to terminate this License as of the date of such damage.
Licensor has the right to set the hours of operation of and control ingress to and egress from The Surf Lodge and Occupant agrees with any security programs adopted by Licensor.
SEVERABILTY. If any clause, phrase, provision or portion of this license or the application thereof to any person or circumstance shall be invalid, or unenforceable under applicable law, such event shall not affect, impair or render, invalid or unenforceable the remainder of this license nor any other clause, phrase, provision or portion hereof, nor shall it affect the application of any clause, phrase, provision or portion hereof to other persons or circumstances.
Exhibit A
